Corporate Capital Trust, Inc. 8-K


Exhibit 10.1 


 


INDEMNIFICATION
AGREEMENT


 


This
Indemnification Agreement (this “Agreement”) is made and entered into on July 22, 2018 (the “Effective
Date”), by and between Corporate Capital Trust, Inc., a Maryland corporation (the “Company,” which
term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company),
and __________________ (the “Indemnitee”).


 


WHEREAS,
it is essential to the Company that it be able to retain and attract as directors the most capable persons available;


 


WHEREAS,
increased corporate litigation has subjected directors to litigation risks and expenses, and the limitations on the availability
of directors and officers liability insurance may make it increasingly difficult to attract and retain such persons;


 


WHEREAS,
the charter of the Company (the “Charter”) provides that the Company is permitted to indemnify its directors
to the fullest extent permitted by law;


 


WHEREAS,
the Company desires to provide Indemnitee with specific contractual assurance of Indemnitee’s rights to full indemnification
against litigation risks and expenses; and


 


WHEREAS,
Indemnitee is relying upon the rights afforded under this Agreement in continuing as a director of the Company.


 


NOW,
THEREFORE, in consideration of the promises and the covenants contained herein, the Company and Indemnitee do hereby covenant
and agree as follows:


 


 


1.


Definitions.


 


(a)


“1940 Act” means the Investment Company Act of 1940, as amended.


 


(b)


“Corporate Status” describes the status of a person who is serving or has served (i) as a director of
the Company or (ii) as a director of the Company and as a director, trustee, officer, partner, manager, managing member,
fiduciary, employee or agent of any other Entity at the request of the Board. For purposes of subsection (ii) of this Section
1(b), if Indemnitee is serving or has served as a director, trustee, officer, partner, manager, managing member, fiduciary, employee
or agent of a Subsidiary, Indemnitee shall be deemed to be serving at the request of the Company. If Indemnitee is an officer
of the Company, Corporate Status shall not include actions taken by Indemnitee in any capacity other than as a director (except
as provided in subsection (ii) of this definition). 





(c)


“Disabling Conduct” means, as to Indemnitee’s Corporate Status, willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of Indemnitee’s office as set forth Section 17(h)
of the 1940 Act.


 


(d)


“Entity” shall mean any corporation, partnership, statutory trust, limited liability company, joint venture,
trust, foundation, association, organization or other legal entity.


 


(e)


“Expenses” shall mean all reasonable and out-of-pocket fees, costs and expenses incurred by Indemnitee in
connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness
in or otherwise participating in a Proceeding, including, without limitation, attorneys’ fees, disbursements and
retainers (including, without limitation, any such fees, disbursements and retainers incurred by Indemnitee pursuant to
Sections 11 and 12(c)), fees and disbursements of expert witnesses, private investigators, professional advisors
(including, without limitation, accountants and investment bankers), court costs, transcript costs, fees of experts, travel
expenses, duplicating, printing and binding costs, telephone and fax transmission charges, postage, delivery services,
secretarial services, and other disbursements and expenses. Expenses shall also include Expenses incurred in
connection with any appeal resulting from any Proceeding, including, without limitation, the premium for, security for and
other costs relating to any cost bond, supersedeas bond or other appeal bond or its equivalent.


 






    


     


    




 


(f)


“Indemnifiable Expenses,” “Indemnifiable Liabilities” and “Indemnifiable Amounts”
shall have the meanings ascribed to those terms in Section 3(a).


 


(g)


“Liabilities” shall mean judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts
paid in settlement.


 


(h)


“Proceeding” shall mean any threatened, pending or completed claim, action, suit, arbitration, alternate dispute
resolution process, investigation, inquiry, administrative hearing, appeal, demand or discovery request or any other actual, threatened
or completed proceeding, whether civil, criminal, administrative, arbitrative or investigative, whether formal or informal, including
any appeal therefrom, including a proceeding initiated by Indemnitee pursuant to Section 11 to enforce Indemnitee’s
rights hereunder. If Indemnitee reasonably believes that a given situation may lead to or culminate in the institution of a Proceeding,
such situation shall also be considered a Proceeding.


 


(g)


“Subsidiary”
shall mean any corporation, partnership, limited liability company, joint venture, trust or other Entity of which the Company
owns (either directly or through or together with another Subsidiary of the Company) either (i) a general partner, managing member
or other similar interest or (ii) (A) 50% or more of the voting power of the voting capital equity interests of such corporation,
partnership, limited liability company, joint venture or other Entity, or (B) 50% or more of the outstanding voting capital stock
or other voting equity interests of such corporation, partnership, limited liability company, joint venture or other Entity.


 


2.


Services of Indemnitee. In consideration of the Company’s covenants and commitments hereunder, Indemnitee agrees
to continue to serve as a director of the Company. However, this Agreement shall not impose any obligation on Indemnitee or the
Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements
or commitments of the parties, if any.


 


3.


Agreement
to Indemnify. The Company agrees to indemnify Indemnitee as follows:


 


(a)


Proceedings Other Than by or in the Right of the Company. Subject to the exceptions contained in Section 4(a) and in a
manner consistent with applicable law, including the MGCL and the 1940 Act, to the maximum extent permitted by Maryland law in
effect on the Effective Date and, to the extent contemplated by Section 18 of this Agreement, as amended from time to time, if
Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of
the Company) by reason of Indemnitee’s Corporate Status, the Company shall indemnify Indemnitee against all Expenses and
Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as “Indemnifiable Expenses”
and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”).
The rights of Indemnitee provided in this Section 3(a) shall include, without limitation, the rights set forth in the other sections
of this Agreement, including any additional indemnification permitted by the Maryland General Corporation Law (the “MGCL”),
including, without limitation, Section 2-418 of the MGCL.


 






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(b)


Proceedings by or in the Right of the Company. Subject to the exceptions contained in Section 4(b) and in a manner consistent
with applicable law, including the MGCL and the 1940 Act, if Indemnitee was or is a party or is threatened to be made a party
to any Proceeding by or in the right of the Company by reason of Indemnitee’s Corporate Status, the Company shall indemnify
Indemnitee against all Indemnifiable Expenses to the maximum extent permitted by Maryland law in effect on the Effective Date
and, to the extent contemplated by Section 18 of this Agreement, as amended from time to time.


 


(c)


Presumption
Regarding Compliance with Duties. In making any determination required to be made under Maryland law, the 1940 Act or
this Agreement with respect to entitlement to indemnification hereunder, the person, persons or Entity making such
determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee submitted a
request therefor in accordance with Section 5, and the Company shall have the burden of overcoming that presumption in
connection with the making by any person, persons or entity of any determination contrary to that presumption.


 











4.


Exceptions
to Indemnification. Subject to Section 20, Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) in
all circumstances and with respect to each and every specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s
claim for indemnification has arisen, except as follows:


 


(a)


Proceedings
Other Than by or in the Right of the Company. If indemnification is requested under Section 3(a) and it has been finally
adjudicated by a court of competent jurisdiction and established by clear and convincing evidence that, in connection with such
specific claim, issue or matter, (i) the act or omission of Indemnitee was a material factor giving rise to the Proceeding relating
to the claim, issue or matter and (A) was committed in bad faith or (B) was the result of active and deliberate dishonesty or
Disabling Conduct, (ii) Indemnitee actually received an improper personal benefit in money, property or services or (iii) in the
case of any criminal Proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful, Indemnitee
shall not be entitled to payment of Indemnifiable Amounts hereunder to the extent that they arise out of such claim, issue or
matter.


 


(b)


Proceedings by or in the Right of the Company. If indemnification is requested under Section 3(b) and


 


(i)


it has been finally adjudicated by a court of competent jurisdiction and established
by clear and convincing evidence that, in connection with such specific claim, issue or matter, (A) the act or omission of Indemnitee
was a material factor giving rise to the Proceeding relating to the claim, issue or matter and (1) was committed in bad faith
or (2) was the result of active and deliberate dishonesty or Disabling Conduct, or (B) Indemnitee actually received an improper
personal benefit in money, property or services, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder
to the extent that they arise out of such claim, issue or matter; or


 


(ii)


it has been finally adjudicated by a court of competent jurisdiction that Indemnitee
is liable to the Company with respect to such specific claim, Indemnitee shall not be entitled to payment of Indemnifiable Expenses
hereunder with respect to such claim, issue or matter unless the Circuit Court for Baltimore City, Maryland or another court in
which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of
all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses
which such court shall deem proper; or






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(iii)


it has been finally adjudicated by a court of competent jurisdiction that Indemnitee
is liable to the Company for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company
pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated
thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be
entitled to payment of Indemnifiable Expenses hereunder.


 


(c)


Insurance Proceeds. To the extent payment is actually made to Indemnitee under a valid and collectible insurance policy
maintained at the expense of the Company in respect of Indemnifiable Amounts in connection with such specific claim, issue or
matter, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder except in respect of any excess of such
Indemnifiable Amounts beyond the amount of payment under such insurance.


 


5.


Procedure
for Payment of Indemnifiable Amounts. Indemnitee shall submit to the Company a written request specifying the Indemnifiable
Amounts for which Indemnitee seeks payment under Section 3 and the basis for the claim. The Company shall pay such Indemnifiable
Amounts to Indemnitee promptly, but in no event later than 10 calendar days after receipt of such request. At the request of the
Company, Indemnitee shall furnish such documentation and information as are reasonably available to Indemnitee and necessary to
establish that Indemnitee is entitled to indemnification hereunder.


 


6.


Indemnification for Expenses of a Party Who is Wholly or Partially Successful. Notwithstanding any other provision of this
Agreement, and without limiting any such provision, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate
Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified against all
Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful
in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters
in such Proceeding, the Company shall indemnify Indemnitee against all Expenses incurred by Indemnitee or on Indemnitee’s
behalf in connection with each successfully resolved claim, issue or matter in such Proceeding. For purposes of this Agreement,
the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, by reason of settlement,
judgment, order or otherwise, shall be deemed to be a successful result as to such claim, issue or matter.


 


7.


Effect
of Certain Resolutions. Neither the settlement nor termination of any Proceeding nor the failure of the Company to award indemnification
or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification
hereunder. In addition, the termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent shall not create a presumption that Indemnitee did not meet the requisite standard of conduct described herein
for indemnification.


 


8.


Agreement
to Advance Expenses; Undertaking. In a manner consistent with applicable law, including the MGCL and the 1940 Act, the Company
shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding, including a Proceeding by
or in the right of the Company, in which Indemnitee is involved by reason of such Indemnitee’s Corporate Status within 10
calendar days after the receipt by the Company of a written statement from Indemnitee requesting such advance or advances from
time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence
the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of
Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by
law and by this Agreement has been met and a written undertaking by or on behalf of Indemnitee to reimburse the portion of any
Expenses advanced to Indemnitee relating to claims, issues or matters in the Proceeding as to which it shall ultimately be established
that the standard of conduct has not been met by Indemnitee and which have not been successfully resolved as described in this
Agreement, in substantially the form attached hereto as Exhibit A or in such form as may be required under applicable law
as in effect at the time of the execution thereof. Advances shall be unsecured and interest free. Provided that Indemnitee makes
the statements and undertakings required by this Agreement and applicable law, advances shall be made without regard to Indemnitee’s
ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other
provisions of this Agreement.









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9.


Procedure for Advance Payment of Expenses. Indemnitee shall submit to the Company a written request specifying the Indemnifiable
Expenses for which Indemnitee seeks an advancement under Section 8 or 10, together with documentation evidencing that Indemnitee
has incurred such Indemnifiable Expenses.


 


10.


Indemnification for Expenses of a Witness or Other Participant. Notwithstanding any other provision of this Agreement,
and provided that Indemnitee provides the agreements and undertakings set forth in Section 8, to the extent that Indemnitee is,
by reason of his or her Corporate Status, a witness or otherwise asked to participate in any Proceeding to which Indemnitee is
not a party, he or she shall be advanced and indemnified against all Expenses actually and reasonably incurred by him or her or
on his or her behalf in connection therewith within 10 calendar days after receipt by the Company of a statement or statements
requesting any such advance or indemnification from time to time, whether prior to or after final disposition of such Proceeding.








 


11.


Remedies
of Indemnitee.


 


(a)


Right
to Petition Court. In the event that Indemnitee makes a request for payment of Indemnifiable Amounts under Sections 3 and 5
or a request for an advancement of Indemnifiable Expenses under Sections 8 and 10 and the Company fails to make such payment
or advancement in a timely manner pursuant to the terms of this Agreement, Indemnitee may petition the Circuit Court for Baltimore
City, Maryland. If a judicial determination shall been made by the Circuit Court for Baltimore City, Maryland pursuant
to a petition brought under this Section 11(a) that Indemnitee is entitled to indemnification, the Company shall be bound by such
adjudication absent a misstatement by Indemnitee of a material fact, or an omission by Indemnitee of a material fact necessary
to make Indemnitee’s statement not materially misleading in connection with the request for indemnification that was not
disclosed in connection with the judicial determination.


 


(b)


Burden of Proof. In any judicial proceeding brought under Section 11(a), the Company shall have the burden of proving
by clear and convincing evidence that Indemnitee is not entitled to payment or advancement of Indemnifiable Amounts hereunder.





(c)


Expenses.
The Company agrees to reimburse Indemnitee in full for any Expenses incurred by Indemnitee in connection with investigating, preparing
for, litigating, defending or settling any action brought by Indemnitee under Section 11(a), or in connection with any claim
or counterclaim brought by the Company in connection therewith, whether or not Indemnitee is successful in whole or in part in
connection with any such action, except to the extent that it has been finally adjudicated by a court of competent jurisdiction
that such reimbursement would be unlawful. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section
11, Indemnitee shall not be required to reimburse the Company for any advances pursuant to this Agreement until a final determination
is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted
or lapsed). The Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding
or arbitration commenced pursuant to this Section 11 that the procedures and presumptions of this Agreement are not valid, binding
and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions
of this Agreement.






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(d)


Failure
to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal
counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the
advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 11(a),
and shall not create a presumption that such payment or advancement is not permissible.





(e)


Determination
of Indemnification. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section
11, absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification that was not disclosed in connection with
the determination.


 


12.


Defense
of the Underlying Proceeding.


 


(a)


Notice
by Indemnitee. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint,
indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts
or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice
shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments
of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company’s ability to defend in such Proceeding
is materially and adversely prejudiced thereby.


 


(b)


Defense
by Company. Subject to the provisions of the last sentence of this Section 12(b) and of Section 12(c), the Company shall
have the right to defend Indemnitee in any Proceeding which may give rise to the payment of Indemnifiable Amounts
hereunder; provided, however that the Company shall notify Indemnitee of any such decision to defend within 10
calendar days of receipt of notice of any such Proceeding under Section 12(a). The Company shall not, without the prior
written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or
compromise which (i) includes an admission of fault of Indemnitee or (ii) does not include, as an unconditional term thereof,
the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance
reasonably satisfactory to Indemnitee. This Section 12(b) shall not apply to a Proceeding brought by Indemnitee under
Section 11(a) or pursuant to Section 20.


 


(c)


Indemnitee’s Right to Counsel. Notwithstanding the provisions of Section 12(b), if in a Proceeding to which Indemnitee
is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee reasonably concludes that he or she may have separate
defenses or counterclaims to assert with respect to any issue which may not be consistent with the position of other defendants
in such Proceeding, (ii) a conflict of interest or potential conflict of interest exists between Indemnitee and the Company or
(iii) if the Company fails to assume the defense of such proceeding in a timely manner, Indemnitee shall be entitled to be represented
by separate legal counsel of Indemnitee’s choice at the expense of the Company. In addition, if the Company fails to comply
with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare
this Agreement void or unenforceable, or institutes any action, suit or proceeding to deny or to recover from Indemnitee the benefits
intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s choice,
at the expense of the Company, to represent Indemnitee in connection with any such matter and the Expenses incurred by Indemnitee
in any such matter shall constitute Indemnifiable Expenses.






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13.


Representations and Warranties of the Company. The Company hereby represents and warrants to Indemnitee as follows:





(a)


Authority.
The Company has all necessary power and authority to enter into, and be bound by the terms of, this Agreement, and the execution,
delivery and performance of the undertakings contemplated by this Agreement have been duly authorized by the Company.


 


(b)


Enforceability.
This Agreement, when executed and delivered by the Company in accordance with the provisions hereof, shall be a legal, valid and
binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors’
rights generally.


 


14.


Insurance. The Company will use its reasonable best efforts to acquire and maintain directors and officers liability insurance,
on terms and conditions deemed appropriate by the Board of Directors of the Company, with a reputable insurance company covering
Indemnitee or any claim made against Indemnitee by reason of Indemnitee’s Corporate Status and covering the Company for
any indemnification or advance of Expenses made by the Company to Indemnitee for any claims made against Indemnitee by reason
of Indemnitee’s Corporate Status. For so long as Indemnitee shall have Corporate Status, Indemnitee shall be named as an
insured in all policies of director and officer liability insurance in such a manner as to provide Indemnitee the same rights
and benefits as are accorded to the most favorably insured of the Company’s officers and directors. If, at the time of the
receipt of a notice of a claim pursuant to the terms of this Agreement, the Company has director and officer liability insurance
in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the
procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause
such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms
of such policies.


 


15.


Contract
Rights Not Exclusive. The rights to payment of Indemnifiable Amounts and advancement of Indemnifiable Expenses provided by
this Agreement shall be in addition to, but not exclusive of, any other rights which Indemnitee may have at any time under applicable
law, the Charter, the Company’s Third Amended and Restated Bylaws (as amended from time to time, the “Bylaws”)
or any other agreement, vote of stockholders or directors (or a committee of directors), or otherwise, both as to action in Indemnitee’s
official capacity and as to action in any other capacity as a result of Indemnitee’s serving as a director of the Company.
Unless consented to in writing by Indemnitee, no amendment or alteration or repeal of the Charter, the Bylaws, this Agreement
or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken
or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal.


 


16.


Successors.
This Agreement shall be (a) binding upon all successors and assigns of the Company (including any transferee of all or a substantial
portion of the business, stock and/or assets of the Company and any direct or indirect successor by merger or consolidation or
otherwise by operation of law) and (b) binding on and shall inure to the benefit of the heirs, personal representatives, executors
and administrators of Indemnitee. This Agreement shall continue for the benefit of Indemnitee and such heirs, personal representatives,
executors and administrators after Indemnitee has ceased to have Corporate Status.


 






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17.


Subrogation.


 


(a)


[Indemnification by KKR or Affiliates.
The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance
provided by KKR & Co. L.P. and certain of its affiliates, including FS/KKR Advisor, LLC (collectively, the “KKR Indemnitors”).
The Company hereby agrees (i) that, as between the Company and the KKR Indemnitors, the Company is the indemnitor of first resort
(i.e., its obligations to Indemnitee are primary and any obligation of the KKR Indemnitors to advance Expenses or to provide indemnification
for the same Expenses or liabilities incurred by Indemnitee are secondary), (ii) that the Company shall be required to advance
the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of Indemnifiable Amounts to the extent
legally permitted and as required by the terms of this Agreement, the Charter and the Bylaws (or any other agreement between the
Company and Indemnitee), without regard to any rights Indemnitee may have against the KKR Indemnitors, and (iii) that the Company
irrevocably waives, relinquishes and releases the KKR Indemnitors from any and all claims against the KKR Indemnitors for contribution,
subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by
the KKR Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the
Company shall affect the foregoing and the KKR Indemnitors shall have a right of contribution and/or be subrogated to the extent
of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee
agree that the KKR Indemnitors are express third-party beneficiaries of the terms of this Section 17(a).]1


 


(b)


Subrogation. In the event of any payment
of Indemnifiable Amounts under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
of contribution or recovery of Indemnitee against other persons, and Indemnitee shall take, at the request of the Company, all
reasonable action necessary to secure such rights, including the execution of such documents as are necessary to enable the Company
to bring suit to enforce such rights.


 


18.


Change
in Law. To the extent that a change in Maryland law or the 1940 Act (whether by statute or judicial decision) shall permit
broader indemnification or advancement of expenses than is provided under the terms of this Agreement, Indemnitee shall be entitled
to such broader indemnification and advancements, and this Agreement shall be deemed to be amended to such extent.


 


19.


Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable
law, but if any provision of this Agreement, or any clause thereof, shall be determined by a court of competent jurisdiction to
be illegal, invalid or unenforceable, in whole or in part, such provision or clause shall be limited or modified in its application
to the minimum extent necessary to make such provision or clause valid, legal and enforceable, and the remaining provisions and
clauses of this Agreement shall remain fully enforceable and binding on the parties.


 


20.


Indemnitee as Plaintiff. Except as provided in Section 11(c), Indemnitee shall not be entitled to payment of Indemnifiable
Amounts or advancement of Indemnifiable Expenses with respect to any Proceeding brought by Indemnitee against the Company, any
Entity which it controls, any director or officer thereof, or any third party, unless the Board of Directors of the Company has
consented to the initiation of such Proceeding or the Company provides indemnification, in its sole discretion, pursuant to the
powers vested in the Company under applicable law.


 


 







1 To
be included in agreements relating to interested directors.


 









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21.


Duration.



 


(a)


Termination
of Agreement. This Agreement shall continue until and terminate on the later of (i) the date that Indemnitee shall have ceased
to serve as a director of the Company or as a director of the Company and as a director, trustee, officer, partner,
manager, managing member, fiduciary, employee or agent of any other Entity that such person is or was serving in such capacity
at the request of the Company and (ii) the date that Indemnitee is no longer subject to any actual or possible Proceeding (including
any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to this Agreement).


 


(b)


Binding
on Successors and Assigns. The indemnification and advance of Expenses provided by, or granted pursuant to, this Agreement shall
be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or
indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the
Company), shall continue as to an Indemnitee who has ceased to be a director of the Company or a director of the Company and a
director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other Entity that such person
is or was serving in such capacity at the request of the Company, and shall inure to the benefit of Indemnitee and Indemnitee’s
spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.


 


(c)


Assumption
of Agreement. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation
or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement
in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform if no such succession had taken place.


 


(d)


Specific
Performance. The Company and Indemnitee agree that a monetary remedy for breach of this Agreement, at some later date, may
be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm.
Accordingly, the parties hereto agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific
performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or
specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be
entitled. Indemnitee shall further be entitled to such specific performance and injunctive relief, including temporary restraining
orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertakings in connection
therewith. The Company acknowledges that, in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a
court, and the Company hereby waives any such requirement of such a bond or undertaking.


 


22.


Reports to Stockholders. To the extent required by the MGCL, the Company shall report in writing to its stockholders the
payment of any amounts for indemnification of, or advance of Expenses to, Indemnitee under this Agreement arising out of a Proceeding
by or in the right of the Company with the notice of the meeting of stockholders of the Company next following the date of the
payment of any such indemnification or advance of Expenses or prior to such meeting.


 


23.


Modifications and Waivers; Counterparts. Except as provided in Section 18 with respect to changes in Maryland law
which broaden the right of Indemnitee to be indemnified by the Company or to receive advancements, no supplement, modification
or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto. No waiver of any of
the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement (whether
or not similar), nor shall such waiver constitute a continuing waiver. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. This Agreement
may also be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.






    9


     


    

 





24.


General
Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have
been duly given (a) when delivered by hand, (b) when transmitted by facsimile and receipt is acknowledged during normal business
hours, and if not, the next business day after transmission, or (c) if mailed by certified or registered mail with postage prepaid,
on the third business day after the date on which it is so mailed:


 


(i)


If
to Indemnitee, to:


 


________________________


________________________


________________________


Facsimile:
_______________


 


(ii)


If
to the Company, to:


 


Corporate
Capital Trust, Inc.


c/o
FS/KKR Advisor, LLC


201 Rouse Boulevard


Philadelphia,
Pennsylvania 19112


 


with
a copy to:


 


KKR
Credit Advisors (US) LLC


555
California Street


50th
Floor


San
Francisco, California 94104


Facsimile:
(415) 391-3330


 


and


 


Dechert
LLP


Cira
Centre 


2929
Arch Street


Philadelphia,
Pennsylvania 19104


Facsimile:
(215) 994-2222


 


or
to such other address as may have been furnished in the same manner by any party to the others.


 


23. 


Governing
Law; Consent to Jurisdiction; Service of Process. This Agreement shall be governed by and construed in accordance with the
laws of the State of Maryland without regard to its rules of conflict of laws. Each of the Company and Indemnitee hereby irrevocably
and unconditionally consents to submit to the exclusive jurisdiction of the Circuit Court for Baltimore City, Maryland, or, if
that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division (the
“Maryland Courts”) for any litigation arising out of or relating to this Agreement and the transactions contemplated
hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying
of venue of any such litigation in the Maryland Courts and agrees not to plead or claim in any Maryland Court that such litigation
brought therein has been brought in an inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party
is not otherwise subject to service of process in the State of Maryland, to appoint and maintain an agent in the State of Maryland
as such party’s agent for acceptance of legal process, and (b) that service of process may also be made on such party by
prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of
valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party
personally within the State of Maryland. For purposes of implementing the parties’ agreement to appoint and maintain an
agent for service of process in the State of Maryland, each such party does hereby appoint National Registered Agents, Inc., as
such agent and each such party hereby agrees to complete all actions necessary for such appointment.






    10


     


    

 


24.


Joinders.
Subsidiaries of the Company may from time to time join this Agreement by signing a joinder to this Agreement. The Company and
all Subsidiaries that have joined this Agreement shall be jointly and severally liable for all obligations of the Company under
this Agreement.


 


 


[The
remainder of this page is intentionally blank]




    11


     


    

IN
WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement as of the date first written above.


 


 


 





	 	 	CORPORATE
    CAPITAL TRUST, INC.
	 	 	
	 	 	 
	 	 	 
	 	 	By:	   
	 	 	Name:	    
	 	 	Title:	  
	 	 	 


 


 








[Signature Page to Indemnification Agreement]









    


     


    



 








	 	INDEMNITEE
	 	 
	 	 
	 	 
	 	










 


 


 





 


 





[Signature Page to Indemnification Agreement] 




    


     


    

EXHIBIT
A


AFFIRMATION
AND UNDERTAKING TO REPAY EXPENSES ADVANCED


To:
The Board of Directors of Corporate Capital Trust, Inc.


 


Re:
Affirmation and Undertaking


 


Ladies
and Gentlemen:


 


This
Affirmation and Undertaking is being provided pursuant to that certain Indemnification Agreement dated the _____ day of ______________,
20____, by and between Corporate Capital Trust, a Maryland corporation (the “Company”), and the undersigned Indemnitee
(the “Indemnification Agreement”), pursuant to which I am entitled to advance of Expenses in connection with [Description
of Proceeding] (the “Proceeding”).


Terms
used herein and not otherwise defined shall have the meanings specified in the Indemnification Agreement.


I
am subject to the Proceeding by reason of my Corporate Status or by reason of alleged actions or omissions by me in such capacity.
I hereby affirm my good faith belief that at all times, insofar as I was involved as a director of the Company, in any of the
facts or events giving rise to the Proceeding, I (1) did not act with bad faith or active or deliberate dishonesty, and did
not engage in Disabling Conduct, (2) did not receive any improper personal benefit in money, property or services and (3) in
the case of any criminal proceeding, had no reasonable cause to believe that any act or omission by me was unlawful.


In
consideration of the advance by the Company for Expenses incurred by me in connection with the Proceeding (the “Advanced
Expenses”), I hereby agree that if, in connection with the Proceeding, it is established that (1) an act or omission
by me was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result
of active and deliberate dishonesty or Disabling Conduct or (2) I actually received an improper personal benefit in money,
property or services or (3) in the case of any criminal proceeding, I had reasonable cause to believe that the act or omission
was unlawful, then I shall promptly reimburse the portion of the Advanced Expenses relating to the claims, issues or matters in
the Proceeding as to which the foregoing findings have been established.


IN
WITNESS WHEREOF, I have executed this Affirmation and Undertaking on this ___ day of ____________________, 20____.


 


 


	Name: